0001029506-12-000029.txt : 20120802 0001029506-12-000029.hdr.sgml : 20120802 20120801180829 ACCESSION NUMBER: 0001029506-12-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 121001232 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 8-K 1 form8-k.htm FORM 8-K form8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
 
Date of report (date of earliest event reported):  July 31, 2012
 
Ralcorp Holdings, Inc.
 
(Exact Name of Registrant as Specified in its Charter)
 
Missouri
(State or Other Jurisdiction of Incorporation)
1-12619
(Commission File Number)
43-1766315
(IRS Employer Identification Number)
 
800 Market Street
St. Louis, Missouri 63101
 
(Address, including Zip Code, of Principal Executive Offices)
 
 
Registrant’s telephone number, including area co  (314) 877-7000 
 
____________________________________________________________________________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
           Pre-commencement communications pursuant to Rule 13e-4 under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 
 
Item 2.02. Results of Operations and Financial Condition.
 
    In a press release dated August 1, 2012, a copy of which is attached hereto as Exhibit 99.1 and the text of which is incorporated by reference herein, Ralcorp Holdings, Inc. (the “Company”) announced preliminary results for the third quarter of fiscal 2012.
 
    The information in this report and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
 
Item 2.05. Costs Associated with Exit or Disposal Activities.
 
    In a press release dated August 1, 2012, a copy of which is attached hereto as Exhibit 99.1, the Company announced that, on July 31, 2012, it initiated a strategic restructuring to improve organizational effectiveness and and reduce costs by consolidating its existing Cereal, Pasta and Snacks, Sauces & Spreads businesses into a single center-store private brand food company.  As a result of this strategic initiative, the Company expects to generate annual pre-tax cost savings of approximately $26 to $31 million in fiscal 2013.  These initiatives are anticipated to result in one-time pre-tax costs of approximately $17 to $22 million consisting of employee separation and related expenses, half of which the Company expects to record in each of fiscal 2012 and fiscal 2013.  The Company expects to complete the strategic restructuring in fiscal 2014.
 
    Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Item 2.05.  These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “expect,” “estimate,” or similar expressions.  All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements.  These factors and risks include, but are not limited to, the timing and expected costs and benefits associated with restructuring activities or cost reduction programs and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the Securities and Exchange Commission.  The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this Item 2.05.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d)           Exhibits
 
Number Description
 
99.1 Press release dated August 1, 2012
 
 
 

 
 
 

 

 

 
  SIGNATURES
 
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Ralcorp Holdings, Inc.
  (Registrant) 
   
   
Date:  August 1, 2012  By:  /s/ S. Monette
                S. Monette 
                Corporate Vice President and Chief Financial Officer
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


 
Exhibit Index
 
 
 
 
Number Description
 
99.1 Press release dated August 1, 2012

 
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1

logo     PRESS RELEASE
 
For Release: Immediate 
Contact: Matt Pudlowski (314/877-7091) 
 
RALCORP HOLDINGS ANNOUNCES PRELIMINARY RESULTS FOR
THE THIRD QUARTER OF FISCAL 2012 AND INITIATES STRATEGIC RESTRUCTURING
 
Net sales up 11%, including 2% base-business growth
Diluted EPS from continuing operations of $.54 including negative impact of special items of $.06
Bloomfield inefficiencies total $8.2 million
Pre-tax cost savings associated with restructuring estimated to be $26 to $31 million in fiscal 2013
 
ST. LOUIS, MO, August 1, 2012 … In order to supplement the disclosures included in its current report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2012, Ralcorp Holdings, Inc. (NYSE:RAH) today announced preliminary results for the quarter ended June 30, 2012.  These preliminary results include the effects of acquisitions completed during fiscal 2012.
 
Net sales for the third quarter grew 11% as a result of the acquisitions, as well as higher net pricing in all segments in response to rising commodity costs.  Diluted earnings per share from continuing operations increased from $.28 in the third quarter of fiscal 2011 to $.54 per share for the third quarter of fiscal 2012 and were negatively impacted by $.23 and $.06 per diluted share, respectively, of special charges related to plant closures, merger and integration costs, the accelerated amortization of intangible assets, and the effects of mark-to-market adjustments on economic hedges.
    
On July 31, 2012, Ralcorp initiated a strategic restructuring to improve organizational effectiveness and reduce costs.  Ralcorp will consolidate its existing Cereal, Pasta, and Snacks, Sauces & Spreads businesses into a single center-store private brand food company.  The business will possess leading positions across 20 food categories with superior scale and capability in sales, marketing, research and development and operations.  As a result of this strategic initiative, the Company expects to generate annual pre-tax cost savings of approximately $26 to $31 million in fiscal 2013.  These savings are incremental to the Company’s ongoing Accelerated Cost Reduction program and will begin in fiscal 2013.  These initiatives are anticipated to result in one-time pre-tax costs of approximately $17 to $22 million consisting of employee separation and related expenses, half of which the Company expects to record in each of fiscal 2012 and fiscal 2013.  Ralcorp expects to complete the strategic restructuring in fiscal 2014.
 
“Overall, we continue to be impacted by the Bloomfield transition as well as a challenging operating environment, with higher year over year commodity costs and lower volumes,” said Kevin J. Hunt, Chief Executive Officer and President of Ralcorp.  “However, we remain confident in our business strategy and believe that we are well-positioned to compete and seek opportunities to grow despite the challenging environment.  We believe the actions we are taking, both with respect to Bloomfield and the strategic restructuring, will result in a leaner, more cost efficient operation that is more appropriately structured for sustainable, long-term growth.”
 
The Company expects to provide additional details regarding its third quarter financial results and strategic restructuring initiatives on August 8, 2012.

Cautionary Statement on Forward-Looking Statements
 
Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this release.  These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this release.  All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements.  These factors and risks include, but are not limited to, general economic conditions, changes in actual or forecasted results of operations, competitive pressures, future sales volume, significant increases in the costs of certain raw materials, inability to affect future price increases, the timing, and expected costs and benefits associated with restructuring activities or cost reduction programs, changes in tax laws, integration of recent acquisitions and related accretion, future capital expenditures, changes in weighted average shares for diluted EPS, increases in transportation costs, and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the Securities and Exchange Commission.  The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release.
 
About Ralcorp Holdings, Inc.
 
Ralcorp produces a variety of privatebrand foods sold under the individual labels of various grocery, mass merchandise and drugstore retailers, and frozen bakery products sold to in-store bakeries, restaurants and other foodservice customers.  Ralcorp's diversified product mix includes: readytoeat and hot cereals; nutritional and cereal bars; snack mixes, cornbased chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen prebaked products such as breads and muffins; frozen and refrigerated doughs; and dry pasta.  For more information about Ralcorp, visit the Company’s website at www.ralcorp.com.

 

 
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